Retaining wall using steel frame and fill material is a kind of the cellular structure. The cellular structure using a fill material has a number of advantages such as excellent constructability in the short term, permeability, and decrease in effects of groundwater fluctuations after the end of construction. Because this structure is discontinuity, it is quite difficult to apply analysis in finite element methods. In addition, there are no evaluation techniques to establish its shear resistance clearly. In order to solve the issue, this paper presents that shear resistance analysis is performed by introducing displacement incremental analysis into the distinct element method. It enables not only to model continuous and discontinuous structure, but also to perform static and dynamic analysis. The results of analysis are compared with experimental results of the retaining wall with a steel frame and fill materials.